MICROSOFT OFFICE 365 SERVICE SCHEDULE

Transcription

1 MICROSOFT OFFICE 365 SERVICE SCHEDULE The following additional terms and conditions apply to the provision of the Microsoft Office 365 Service. 1. DEFINITIONS In this Service Schedule, in addition to those terms defined in the General Conditions, the following terms and expressions apply: TERM / EXPRESSION Customer Hardware De-Installation Services Installation Services Licence Licensed Software MEANING means any hardware, tools, equipment and other tangible property and physical IT infrastructure owned or leased by the Customer and used in connection with the Microsoft Office 365 Service; means the de-provisioning of the Microsoft Office 365 Service by O2 as agreed in writing between O2 and Customer; means the provisioning of the Microsoft Office 365 Services and associated works by O2 as agreed in writing between O2 and the Customer to facilitate the access and use of the Microsoft Office 365 Service by Customer; means the licence required to use a Product; means and full version of the software, offered as part of the Product, and in the Microsoft Office 365 Use Rights; Microsoft Office 365 Service means the cloud based service provided by O2; Microsoft Office 365 Use Rights means the terms of use for each Product as amended from time to time and available to view at conditions/business; Product means a product of the Microsoft Office 365 Service, (including Licensed Software) as described in the Service Specific Licence Terms section of the Microsoft Office 365 Use Rights; Professional Services means the professional service packages described in the Commercial Schedule, Order Form or elsewhere in writing by O2. Service Level Agreement means the service level agreement attached hereto as Appendix 1; Subscription means the subscription required in order to

2 purchase Licenses for the Microsoft Office 365 Service. 2. SERVICE 2.1 The Microsoft Office 365 Service is a cloud based service available to O2 Customers purchasing other O2 services and in addition to the General Conditions and the terms contained herein and the Microsoft Office 365 Use Rights available to view at conditions/business will apply. O2 offers Customers the ability to buy some but not all of the Products set out in the Microsoft Office 365 Use Rights. 3. SERVICE STANDARDS 3.1 The Customer acknowledges that there are minimum system requirements for the use of Microsoft Office 365 Service and that failure to meet these requirements will result in reduced service capability. The minimum service requirements can be found at The Customer acknowledges and agrees that Microsoft may modify a Product, or may release a new version of a Product at any time and for any reason including, but not limited to, to address customer needs or otherwise address competitive demands, to respond to a government regulation, order, law, or to advance innovation in its Product offerings. Microsoft reserves the right to add new features or functionality to, or remove existing features of functionality from a Product. 3.3 O2 will provide the Customer at least thirty (30) days notice prior to Microsoft releasing a new or modified version of a Product that significantly changes existing Customer-perceptibility (such new or modified version, a Customer New Release ) (where Customer-perceptible functionality means functionality that affects a Customer s perception of and interaction with a Product). Thereafter, O2 will provide any information the Customer reasonably requests in relation to the Customer New Release, such as it specifications and benefits. 3.4 In case of a new release of a Product enabled by an incompatible change (a change arising within the Microsoft Office 365 Service that prevent continuity of an existing Product), O2 reserves the right to migrate the Customer to such new releases at any time on or after the release date. 3.5 Subject to the notice requirements in clause 3.3 for Customer New Releases, O2 may provision new users (including additional users under existing Subscriptions) with a modified version or new release of a Product as of the release date for such modified version or new release without notice to the Customer. In the event O2 is required by regulatory agency, order, or law to make a change to a Product, Microsoft may release such changed Product immediately and without notice to the Customer, even if such change may otherwise be characterised as a Customer New Release. 4. SERVICE ACCESS AND USE 4.1 In order to access and use the Microsoft Office 365 Service the Customer will need to provision the Customer Hardware from which the Microsoft Office 365 Services will be accessed and used. The Customer may carry out provisioning itself and on its own account or may, subject to further agreement in writing, engage O2 to provide the Installation Services. Similarly the Customer may engage O2 to provide the De-Installation Services on the termination or expiration of this Agreement.

3 4.2 Where the Customer engages O2 to provide Installation, or De-Installation Services, those services shall be provided in consideration of the payment by the Customer of the professional charges (which shall apply in addition to Charges for Products) and subject to the terms agreed between the Customer and O Where the Customer carries out the provisioning of Customer Hardware itself neither O2 nor Microsoft shall be liable for any loss, damage, liability, cost or expense incurred by the Customer whether directly or indirectly in carrying out such provisioning. 5. ORDERING AND DELIVERY OF PRODUCTS Orders 5.1 O2 will offer the Customer the Products as described in the Microsoft Office 365 Services Use Rights. O2 reserves the right to remove a Product, at any time, from the Microsoft Office 365 Services Use Rights, including: (i) in response to an intellectual property infringement claim against O2 or Microsoft; or (ii)in accordance with a court or other governmental bodies; or (iii) in accordance with the Compliance Section of this Agreement. Delivery of Microsoft Office O2 will provision the Microsoft Office 365 Services based on information provided by the Customer. The Customer will be responsible for any incorrect information submitted by or on behalf of the Customer in connection with any order for Microsoft Office 365 Service. Upon receipt and acceptance of a valid order for Microsoft Office 365 Services, O2 will provision the Microsoft Office 365 Service, in accordance with the terms of the Microsoft Office 365 Service Use Rights and the Service Level Agreement. 6. ADDITIONAL CHARGES 6.1 In addition to any Charges for the Microsoft Office 365 Service, the Customer may incur Charges incidental to using the Microsoft Office 365 Service, for example, Charges for Internet access, data roaming, and other data transmission charges. Such Charges will be charged in accordance with the Customer s mobile airtime agreement. 7. TERM AND TERMINATION 7.1 Unless otherwise stated, each Subscription will be subject to a 30 day Minimum Period, or a longer period as may be agreed from time to time between O2 and the Customer. 7.2 The Customer will continue to be charged the monthly Rental Charge until the Customer cancels the Subscription to the Microsoft Office 365 Service in accordance with clause Subject to anything to the contrary agreed between the parties, the Customer can choose to cancel the Microsoft Office 365 Service at any time upon 30 days written notice. For clarity, the Customer will be charged the monthly Rental Charge during any such notice period in addition to any Termination Fees, if applicable. 7.4 The Subscription to use a Product of the Microsoft Office 365 Service requires the Customer to connect and maintain a minimum of one (1) Licence for the Minimum Period of the Subscription.

4 7.5 Subject to 7.4, the Customer may add or remove any number of Licences and/or Products during the Minimum Period of the Subscription. 7.6 All Licences will automatically co-terminate at the end of the Minimum Period of the Subscription. 7.7 Suspension The Customer will continue to accrue charges for the suspended Subscription until the Subscription is cancelled or enabled again. O2 may suspend a Customer s Subscription for legal, regulatory reasons or as otherwise permitted under this Agreement. 7.8 Microsoft Office 365 Use Rights If O2 believes in good faith that any Customer that has purchased a Product is in breach of the applicable Microsoft Office 365 Use Rights or is otherwise misusing the Product, notwithstanding Clause 13.6 of the General Conditions, O2 may at its sole discretion, immediately stop supplying the Product(s) in respect of such Customer Upon cancellation or termination of this Agreement the terms contained in the section headed Online Service Expiration or Termination of the Microsoft Office 365 Use Rights shall apply. 8. WARRANTIES & REPRESENTATIONS 8.1 O2 shall not be deemed to have made, be bound by or liable for, any representation, warranty or promise made by Microsoft in respect of the Microsoft Office The Customer shall be fully and solely responsible for satisfying itself that the Microsoft Office 365 is fit for the Customers purpose and neither O2 nor Microsoft provide any representations or warranties in this regard. 8.3 To the extent permitted by applicable law, Microsoft and O2 exclude all warranties and any liability by Microsoft and O2 or its Affiliates or suppliers for any damages, whether direct, indirect, or consequential, arising from the sale or use of the Products. 9. SUPPORT 9.1 O2 and not Microsoft or Microsoft s Affiliates or suppliers, will provide Customers with support for the Products. O2 will provide support to Customers for day to day queries which may arise from the use of Microsoft Office 365 Service. Note that supporting services may incur a separate charge. For the avoidance of doubt O2 is not responsible for the provision and functionality of the Microsoft Office 365 Service. 10. COMPLIANCE Regulatory Compliance 10.1 O2 may modify or terminate the Microsoft Office 365 where there is any current or future government requirement or obligation in any country that subjects O2 to any regulation or requirement not generally applicable to business, presents a hardship for O2 to continue operating the Microsoft Office 365 without modification, and/or causes O2 to believe these terms or the Microsoft Office 365 may be in conflict with any such requirement or obligation. For example, O2 may modify or terminate the Microsoft Office 365 in connection with a government requirement that causes Microsoft to be regulated as a telecommunications provider.

5 11. INTELLECTUAL PROPERTY 11.1 The Customer warrants and represents that it has the necessary rights to all data, software programs and services that it uses in connection with its access to or use of the Microsoft Office 365 Service and that such activities do not infringe the intellectual property or other proprietary rights of any third party. The Customer agrees to indemnify and hold O2 and Microsoft harmless from and against any and all claims, costs, expenses, damages, liabilities and legal fees that O2 and Microsoft may suffer or incur as a result of any dispute that may arise, in any way whatsoever, in connection with any breach of this Clause. 12. GENERAL 12.1 The Customer agrees that while the provisions contained in this Service Schedule create enforceable legal rights and obligations between the Customer and O2, such rights shall be capable of enforcement by Microsoft and Microsoft Affiliates in their own right in the same manner as if Microsoft and Microsoft Affiliates were party to this Agreement The Customer consents to allow Microsoft to use the information relating to the Customer that Microsoft receives in order to provide the Products and uphold its responsibilities under this Agreement.

6 APPENDIX 1 - Service Levels Support will be provided and managed by O2 and any service issues will be prioritised in accordance with table below. These Service Levels are non-binding and represent O2s operational procedures from time to time. Severity Initial Response On-going Communication Goal Severity 1 Catastrophic Severity A Critical Severity B 15 minutes Update the customer every 2 hours 1 Hour Update the customer every 2 hours 2 Hours Update the customer daily Urgent Severity C Important 4 Hours Update the customer every 3 days Severity D Advisory N/A As Agreed. Provision & Activate 48 Hours from a completed order Welcome Severity Definition Severity 1 Catastrophic Severity A Critical Severity B Urgent Severity C Important Severity D Advisory Service, System, Network, Server or Critical application down catastrophically impacting production High impact problem in which service, production, operations or development deadlines are severely impacted, or, where there will be a severe impact on production. Significant problem where the service is functioning but in an impaired manner Important issue but does not have significant current service and/or productivity impact for the customer Used for DCR, feature requests and research activities etc. Provision and Activate Assistance Provide assistance to provision, activate and setup an Office 365 account.